Common use of Orderly Transfer Clause in Contracts

Orderly Transfer. Upon the termination of this Agreement for any reason whatsoever (including a default by either party), Contractor will provide such information, cooperation and assistance to Client, as Client may reasonably request, to assure an orderly return or transfer to Client or Client's designee of all Client Confidential Information (and related records and files) and all Work Product (to the extent paid for by Client, provided, however, that any payment by Client shall not be construed as a waiver of or limitation on its rights under this Agreement), in its then current condition. In addition, except as otherwise expressly provided in this Agreement, upon the request of a party after such expiration or termination, the other party will return (or purge its systems and files of, and suitably account for) all Confidential Information supplied to, or otherwise obtained by, such party in connection with this Agreement. A party will certify in writing that it has fully complied with its obligations under this Section within seven days after its receipt of a request by the other party for such a certification. Nothing in this Section 12.3 shall be construed to limit either party's right to seek relief from damages that are caused by the other party's default.